You are here » Home » Companies » Company Overview » Central Provinces Railways Company Ltd

Central Provinces Railways Company Ltd.

BSE: 501827 Sector: Others
NSE: N.A. ISIN Code: INE631B01038
BSE LIVE 13:45 | 22 Jun 452.85 0
(0.00%)
OPEN

430.30

HIGH

452.85

LOW

430.30

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 430.30
PREVIOUS CLOSE 452.85
VOLUME 4
52-Week high 452.85
52-Week low 107.35
P/E
Mkt Cap.(Rs cr) 84
Buy Price 452.85
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00
OPEN 430.30
CLOSE 452.85
VOLUME 4
52-Week high 452.85
52-Week low 107.35
P/E
Mkt Cap.(Rs cr) 84
Buy Price 452.85
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00

Central Provinces Railways Company Ltd. (CENTRALPROVINCE) - Director Report

Company director report

1. INTRODUCTION

Your Directors are elated in presenting the 106th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2016.

2. FINANCIAL RESULTS

(Amount in Rs)
Particulars Current Financial Year Previous Financial Year
(2015-2016) (2014-2015)
Net Profit/(Loss)Before (1177510) (1379975)
Depreciation and Tax Depreciation Nil Nil
Profit /(Loss) before Tax (1177510) (1379975)
Provision for Tax Nil Nil
Profit/ (loss) after Tax (1177510) (1379975)
Balance Brought forward (15747303) (14367329)
Adjusted against capital reduction (8836000) Nil
Balance carried to Balance Sheet (8088814) (15747303)

3. OPERATION DURING THE YEAR

The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towardsrepairs rehabilitation renewals and replacements of the railway assets. During the yearalso the dispute remains unresolved.

The Company has disowned the liability on the ground that these liabilities being inthe nature of replacement are to be borne by the Central Railway as per the Contracts.But in spite of disowning the liability by your Company the Central Railway has adjustedan amount of Rs.22801465.65/- being the railway earnings of your Company for the periodfrom October 2002 to 31st March 2015. Hence your Company thought it proper and as anabundant caution and not to harm the interest of shareholders of the Company and thereforedecided not to include the said Income from railways amounting to Rs.690801.89/- in theAccounts for the year ended 31st March 2016.

4. SHARE CAPITAL:

During the year under review the Company have allotted 56400 equity shares of Rs. 10/-each to the existing equity shareholders of the Company pursuant to the Order of theHon’ble High Court of Judicature of Bombay dated May 08 2015 approving the Reductionof Share Capital of The Central Province Railways Company Limited under section 100 to 104of Companies Act 1956.

Accordingly after reduction the shareholders of the Company holding 100 equity sharesof Rs. 10/- each as on the record date received 6 equity shares of Rs. 10/- each post thecapital reduction.

5. DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depositoryparticipants on both the Depositories viz. National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL).

6. DIVIDEND:

Considering the loss for the year under review your Directors do not recommend anydividend for the year ended 31st March 2016.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

8. STATUTORY AUDITORS

M/s S.B.JAJOO & CO Chartered Accountants (Firm Registration Number: 125915W)were appointed as the Statutory Auditors of the company last year in AGM held on 20thSeptember 2014 for five consecutive years subject to ratification at every AnnualGeneral Meeting. Accordingly their appointment is proposed to be ratified in the ensuingAGM. They have given their eligibility & consent for the proposed ratification.

9. SECRETARIAL AUDITORS

M/s. H V Gor & Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 27th May 2016 as the Secretarial Auditor of the Company u/s204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditor’s Report has been annexed to the BoardReport under Annexure IV.

10.EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the Auditors in theirreport. The explanations made by the Board relating to the qualificationsreservations adverse remarks made by the Practicing Company Secretary in his SecretarialAudit Report are furnished as under:

a. AUDITORS’S COMMENT:

Pursuant to Section 203 (1)(b) & (c) of the Companies Act 2013 read with Rule 8and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has failed to appoint a Company Secretary in whole time employment ofthe Company.

EXPLANATION:

The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.

b. AUDITOR’S COMMENT:

The Company has filed certain intimations to the Stock Exchange under the ListingAgreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 related to Outcome of Board meetings after stipulated time period.

EXPLANATION:

Due to inadvertent errors certain outcomes related to Board Meeting were intimatedbeyond stipulated time period

c. AUDITOR’S COMMENT:

The Company has filed Shareholding Holding Pattern for the quarter ended with the StockExchange as per Regulation 31(1)(b) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 but beyond the stipulated time for the quarter endedDecember 2015 and March 2016.

EXPLANATION:

Due to inadvertent errors the Shareholding pattern for the quarter ended 31st December2015 and 31st March 2016 as per Regulation 31(1)(b) of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 were filed beyond the stipulated time period withthe stock exchange.

d. AUDITOR’S COMMENT:

The Company is in process of updation of its website with documents required to beuploaded thereon as per the provisions of the Companies Act 2013 and Listing Agreementread with SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

EXPLANATION:

The website of the Company has not been updated due to technical reasons. However theCompany is in the process of updating the website.

e. AUDITOR’S COMMENT:

The Company is not in compliance with Clause 41 (III)(b) of the Listing Agreement forthe period 1st April 2015 to 30th November 2015 and Regulation 47 (1)(a) of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 for the period 1stDecember 2015 to 31st March 2016 related to publication of Notice of Board Meeting innews papers.

EXPLANATION:

The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirement) Regulations due to genuine oversight on the partof the Company. However the Company has proposed to comply with the same from thisfinancial year.

f. AUDITOR’S COMMENT:

The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for theperiod 1st April 2015 to 30th November 2015 and Regulation 47(1)(b) of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 for the period 1st December2015 to 31st March 2016 related publication of Financial Results in news papers.

EXPLANATION:

The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirement) Regulations due to genuine oversight on the partof the Company. However the Company has proposed to comply with the same from thisfinancial year.

g. AUDITOR’S COMMENT:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 the Company has failed to appoint Internal Auditor for theFinancial Year 2015-16.

EXPLANATION:

Although the appointment of Internal Auditor is mandatory the Board of Directors ofthe Company are of the opinion that looking at the size of the company and its businessoperations the Statutory Auditors appointed by the Company have devised proper systemsfor internal financial control and to ensure compliance with the provisions of all theapplicable laws and that such systems are adequate and are operating effectively.

h. AUDITOR’S COMMENT:

The Company has not filed e-form MR-1 with the Registrar of Companies on appointment ofMr. Haresh Bhojwani (DIN:02895523) as Managing Director & CEO

EXPLANATION:

Due to inadvertent error the Company failed to file e-form MR-1 with the Registrar ofCompanies for appointment of Mr. Haresh Bhojwani as Managing Director and CEO of theCompany. However the management has promised to comply with the same.

11.DIRECTORS

There was no change in the Board of Directors of the Company during the financial yearunder review.

10 DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

11 BOARD MEETINGS

During the financial year under review the Board of Directors met Seven times.

12 COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.

No of complaints received: Nil
No of complaints disposed off: Nil

15 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;

b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of its Loss for the year ended onthat date;

c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March2016 on a ‘going concern’ basis; and

e. They have laid down Internal Financial Controls which are adequate and areoperating effectively.

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company has not advanced loans or made investments or given any guarantee pursuantto Section 186 of the Companies Act 2013 during the year under review.

17 DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

The Board of Directors of the Company have allotted 56400 equity shares of Rs. 10/-each to the existing equity shareholders of the Company held as on record date of theCompany pursuant to the Order of the Hon’ble High Court of Judicature of Bombay datedMay 08 2015 approving the Reduction of Share Capital of THE CENTRAL PROVINCE RAILWAYSCOMPANY LIMITED under section 100 to 104 of Companies Act 1956.

Accordingly after reduction the shareholders of the Company holding 100 equity sharesof Rs. 10/- each as on the record date will receive 6 equity shares of Rs. 10/- each postthe capital reduction. Due to this the Share Capital of the Company of Rs. 9400000comprising 940000 equity shares of Rs. 10/- each got reduced to Rs. 564000 comprising56400 equity shares of Rs.10/- each

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES2014:

The Company has an adequate internal financial control system commensurate with thesize of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADEPURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "AnnexureMGT-9".

25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Arvind Kumar Gupta

b. Mr. Shivanand Rama Hemmady

c. Mr. .Haresh Bhojwani

The above composition of the Audit Committee consists of independent Directors viz.

Mr . Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

26 CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholder’s value. Reports on Corporate Governanceand Management Discussions & Analysis are annexed and form part of this report.

27 APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company’s Bankers its valued customers employees and all otherintermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors
Unit No. B-35 For The Central Province Railways Co.Ltd
Ganjawala Shopping Center Sd/- Sd/-
S.V.P. Road Borivali West Mr. Amit Kumar Rander Mr. Haresh Bhojwani
Mumbai-400092. (Director) (Director)
(DIN: 05311426) (DIN: 02895523)